Shades of Blue, Shadows of Grey
by Umbrella-ella
Summary: Chastity Claire Babcock had it all. Money, power, everything she ever wanted. Except a life. She gives it all up to become C.C. Babcock, student at NYU. She makes unlikely friends, meets new enemies, avoids old ones, and somewhere between studying and making a name for herself, manages to fall in love. When things start to fall apart, C.C. wonders: can true love really conquer all?
1. Prologue

_Shades of Blue, Shadows of Grey_

_A/N: Generally A/U fics are not projects I like to tackle, but by the time I sat down to write this first bit, the story had already finished in my head. I've put a lot of work into keeping the characters in line with their personalities as much as I can, but this story is primarily centered around C.C., so this first chapter is all about how C.C. ended up where she is for the duration of the story, both figuratively and mentally. It also features the introduction of our favorite characters. I hope you enjoy it!_

Prologue 

Great skyscrapers stretched into the horizon and beyond, as if reaching with all their might towards the smoggy, blue sky, where the sun hung high, beating down on the city in the late August heat. C.C. Babcock stood near one of the skyscrapers, standing still on the sidewalk as people, too busy with their own hurried lives to worry about an awestruck young woman, milled around her.

California had been so different. L.A. was big, broad, crowded, but somehow, everyone knew you.

Here she could get lost in a sea of faces— here she could hide from it one stopped to look at her, no one pushed her, no one noticed her.

This was where she was meant to be.

Here, she could escape the looming title of C.C. Babcock, daughter of Alexander Babcock, worldwide business tycoon, billionaire extraordinaire, and founder of _Babcock Architecture, Inc._; here, she was no one, she was just as important as anyone else. She had begged her father to let her go.

At nineteen years old, she was ready to break away from it all, ready to make her own name. Alexander Babcock was, if anything, ready for her to carry on the family legacy. With salt and pepper hair and sharp grey eyes that served him well in the boardroom, he certainly was formidable. But C.C. pushed anyway. She wanted out. Wanted away. So, when her father threatened to turn her out lest she fulfill his wishes, she set her jaw, giving her father a steely look that he had so often used himself, turned her heel, and walked away from the giant, steel tower that housed a billion-dollar company, and in turn, walked away from any inheritance she might've once had.

"_You'll never amount to anything on your own, Chastity; nothing you do will be good enough. You don't mean a damn thing to anyone if they don't know you." _Her father's voice, clear and cold, echoed in her mind. Shaking her head as if to clear it, she instead focused on the more positive aspects of her new life. She had once been Chastity Claire Babcock, heiress to the billion-dollar empire that had been created by her father from the ground up. She had long since left her name— her legacy— behind; she was now C.C. Babcock, and as far as she was concerned, she was no heiress.

Now she stood here, ready to take on the world, just as small as anyone, just as ordinary.

And she felt relieved. C.C. broke away from her brief enchantment, and she looked around. Men in business suits pushed past her, women in long, thick fall sweaters passed her. A man on the corner looked pleadingly at her as he jingled a can in front of him, a cardboard sign propped on the wall.

_Hungry, need help. Any appreciated. _

With sympathy, C.C. brushed a lock of blond hair behind her pierced ear and reached into her trench coat pocket, searching its contents for loose change. Finding a couple dollar's-worth of quarters that she had exchanged for the cab that had dropped her off, she tossed it in the can, giving the poor man a warm smile. The scraggly man endowed her with a toothless smile. She moved past the crowd to the great revolving doors of the building she was standing in front of.

On a whim, she had cashed out her trust fund, placed it in a hidden account before her father had the chance to cut her off, and decided to go to school. Not that she hadn't already taken her fair share of courses for years already, but taking college level courses as a billionaire's daughter hadn't been as exciting as she had hoped it would've been. Then again, being the only seventeen year old in an advanced theater and business courses at Yale hadn't exactly made her any friends, either. Everywhere she went, whispers followed.

_Her father greased some palms, her father had paid, her father was a billionaire, her father… _

Quite frankly, she had gotten sick of it.

Perhaps that was when she had decided enough was enough, all that time ago. So, here she was, standing in the lobby of NYU, a regular four year college, and she couldn't be happier. She had chosen New York City as her new residence partly because of the anonymity of the large, brightly lit city, and partly because it was somewhere she had never been and somewhere her father wouldn't look.

Her heels clicked on the linoleum, announcing her arrival to the receptionist behind the oak counter.

"Hello, Ms. Babcock. We've been expecting you. Congratulations! NYU is glad to have you. Welcoming orientation is just through those doors," the grey-haired lady looked to her right and pointed, "You'll need to fill this form out while you get acquainted with the school and your fellow peers. Oh, and, as you're starting as a freshman, you'll get a chance to meet your roommate.", she added.

C.C. took the clipboard from the older woman's proffered hand, grabbing a pen from the cup on the raised counter, giving the receptionist a kind smile and a 'thank you' before she clicked away towards the swinging double doors.

C.C. pushed through the doors, eager to see what her new life would bring her.

The two hundred or so incoming students mingled with one another comfortably, and some peered over the crowd, as if searching for familiar faces. C.C. heard the shrieks of once-separated-now-reunited best friends. Slightly put off, yet relieved that she didn't know anyone, she quietly took a seat in one of the many unoccupied plastic chairs to side of the conference room. A few sparse students graced the chairs, but for the majority kept to themselves. A pair of good-looking young men slowly ambled towards the seats next to her, sinking into them with less grace than a pair of elephants. The nearest one smiled jovially at her, his crooked grin somehow contrasting his seemingly stuffy suit. Thin, Grecian-like futures were the highlight of this man's physique, closely followed by his perfect smile. His dark eyes gleamed as he ran a manicured hand absently through his dark hair, then offered it to her.

"Maxwell Sheffield. My father owns _Sheffield Productions._ Perhaps you've heard of it?"

C.C. was caught by surprise at the accent. Rich and smooth, his English accent nearly swept all knowledge of how to properly string words together from her mind. For a few moments, she stared at him, completely startled. Then a loud shout of joy from somewhere in the crowd jolted her into action. Grasping his warm hand in her own, she shook it.

"C.C. Babcock." Her voice seemed small, so she cleared her throat. "I'm afraid not."

Of course she had heard of the company, as her father had received the contracting to build the office complex for the company. But she wasn't her father's daughter anymore so instead she offered a naïve, apologetic smile. Maxwell looked rather stumped at that, then his eyes lit up.

"Any relation to Alexander Babcock?"

Her mouth was incredibly dry. If he had figured it out so soon, how fast would others?

"No, none." She laughed, pleased when he joined in.

"Well, I suppose there are other Babcocks around the world. After all, what are the chances that a relative of Alex Babcock would decide to attend NYU when the programs in California are so much better? My mistake." Another lopsided smile. More silence.

A cough behind Maxwell interrupted the lull in the conversation and, subsequently, C.C.'s distraction.

"Ah, yes," Maxwell started. "C.C., this is my good friend, Niles; we grew up together in England before our families came over." Maxwelll turned to introduce his friend.

If Maxwell Sheffield was an attractive young man, this man was drop-dead gorgeous. Crystalline blue eyes complimented fair, blond hair. Blessed with a fair complexion, the man had tanned slightly, and C.C. absently found herself wondering whether the tan travelled to other parts of his body. A quick check at his loosened collar, complete with a relaxed Windsor knot, confirmed it. C.C. found herself flushing slightly at the thought. A strong chin defined his jaw-line. The young man's oceanic eyes had deep laugh lines around them, as if he had spent all his life laughing at jokes. She could only imagine what sense of humor lay behind those relaxed eyes. The polar opposite of his companion, his smile came modestly, merely a small twitch of his lips as he politely offered his hand.

Firm, but gentle, his handshake was solid. There were small, miniscule flecks of grey in his serene blue eyes. C.C. almost didn't hear what he said next.

"Niles Davies. Unfortunately, I'm no-one important, unlike my friend here."

His accent, also British, was slightly more subdued, yet somehow, it seemed all the more attractive. It reminded her of a hot cup of cocoa on a cold day and wonderful novel, her favorite way to spend a rainy day. C.C. could spend all day listening to him speak. Her voice was slow, as if it had gotten caught in her suddenly dry throat.

"C.C. Babcock. Pleased to meet you," she said, "I-" A bell rang out, interrupting their conversation, and the two of them withdrew their hands.

The orientation director cleared her throat at the small podium that stood in the front of the conference room; the throaty sound echoed, stopping any lingering conversations. The

"As the Director of the Orientation department here at NYU, on behalf of everyone here, I'd like to say, Welcome, Bobcats! We here at NYU are thrilled to accept some of the brightest students in the country into the den. Now, first things first. As incoming freshman, it is our policy that you stay in a dormitory, which are housing buildings located here on campus. Now, we have evaluated your preferences as indicated by the personality tests we sent out in the information packets, and as such, have chosen your roommates for the next year," At this, a few groans echoes through the rabble of students. "As I was saying, we've chosen, and we have your results included on the top of your information sheets you'll need to fill out later." Whoops, groans, hollers, and murmurs of curiousity rang out in the few seconds that ensued as people veiwed their roommates names.

Looking at the sheet, C.C. read the name aloud. "Fran Fine. Huh…"

Niles and Maxwell grinned at each other and high-fived. A swift look at Maxwell's clipboard confirmed that he and Niles had managed to get a dorm room together.

Suddenly, among the clamor, a high, loud voice rose above the rest.

"Oh, my gawd. I'm so sorry I'm late! Ma didn't tell me it started already!" The entire cluster of students moved fluidly to clap eyes on the young woman who had interrupted. Her black hair… well, C.C. could only describe it as… big. Beyond that, C.C. couldn't discern much of her features. A nasal laugh broke the silence, and the orientation guests all flinched simultaneously. C.C. looked on with a slack jaw. As the young woman took a seat clumsily, C.C. felt terrible for the poor lady that had to room with that girl.

_A/N: I know that this premise might be new to the C.C./Niles shippers, but I wanted to try something new. I usually dislike A/U fanfictions, but I've already read most of the C.C./Niles stories out there and wanted to contribute my own story. However, almost everything had already been done, so I decided on an A/U story. I know the personalities might be a little off, but there wasn't much character interaction in this prologue, it was mostly background for C.C., so it was impossible to show much of the personalities. Given the A/U nature of the story, I'll do my absolute best to keep the characters as close to their true selves as possible, and any input on doing so would be so very much appreciated. Anyhow, I've got the next few chapters already planned and written, so if you are interested in seeing more (or not) leave me a review please!_


	2. Chapter 2

_Shades of Blue, Shadows of Grey_

_Chapter One: Moving In_

Two weeks later, C.C. found herself fuming, nostrils flaring. Her eyes might've even gone red for all she knew, she didn't care to look in the mirror. All she cared about was not getting arrested for attempted homicide. The black-haired bimbo that had stumbled in late during orientation was _her _roommate.

Fran Fine was a package deal. Nasal voice, complete with motor-mouth syndrome _and _annoying mother…  
She offered yet another of her million prayers (she had lost count an hour ago) up to the heavens and steeled herself for a day of avoiding the flurry of questions and attempts at small talk that her nosy roommate had flung at her.

"So, where ya from, C.C.?" Fran asked excitedly before plopping yet another box of posters on her bed. _Dear God, how many posters can one person have?_

C.C. pursed her lips, offering a smile that she was sure looked more like a grimace, but answered in spite of herself. "Connecticut." came her sudden reply. Her voice was clipped, her response curt, but her roommate seemed not to care.

_Connecticut? Could I have picked a more boring place? Then, that _is_ the point._

"Oh, ya know, I'm from Flushing, so I've neva been to Connecticut, but I have this cousin, Martha, that once went there on vacation, and she came back with the worst…" Fran's voice faded into the background as C.C. tuned her out. It wasn't as if she had tried to hate Fran, but it was so hard not to. C.C. had tried so hard to be civil, to be nice, even, but that grating voice...

_Lord, grant me the serenity…_

A highpitched peal of laughter interrupted C.C.'s prayer.

How in the _hell _had she ended up with the Flushing native that only spoke two languages: annoying and nasal? She was C.C. Babcock, for God's sake, daughter of the richest man in the U.S., drinking buddy of Bill Gates! She reminded herself of her position in life and who she was supposed to be. C.C. Babcock, no-one from nowhere.

Still, perhaps there had been a mistake in the dorm assignments. Setting the box of sheets on her bed, she strode past her roommate, who had gone back to pinning up at least a thousand Barbara Streisand posters and fashion ads that had so obviously been torn out of magazines. The bubbly New Yorker paid no heed to the angry blond that slammed the door on her way out. Of course, she might not have heard her over the irritatingly loud tunes of her newest Streisand album. C.C. had to get out of there.

Practically sprinting out of the building, she walked swiftly to the Student Union building, eager to calm her nerves with a cup of coffee. She may as well have gone to a Metallica concert for some peace and quiet, what with all the chaos. C.C., after some pushing and shoving through the clamoring crowd, finally ordered her coffee and somehow managed not to get it all over her blazer as she pushed her way back out. Outside, she took a deep breath, breathing in the brisk early September air; she relished the chill. Letting a small smile cross her lips, she spoke aloud in a hushed tone.

"Welcome to living, C.C.."

* * *

After a quick call to the storage company that she had hired prior to leaving California, C.C. managed to get all of her things moved into a local storage facility. Unfortunately, it had cost quite a sum of her cashed out inheritance money to have the movers cart her things here to New York all the way from California, but it was worth it in the end.

After all, she would soon be on her way to making her own money, the right way- by working hard. Later, after finishing her coffee and miniature tour of the city, she sat in the back of a taxi cab, ignoring the driver who seemed intent upon starting up a conversation with her.

C.C. Babcock was not a woman to be trifled with, that was for certain. So when the New York traffic refused to move, and if it did, it was at a snail's pace, she became immensely frustrated.

It was late in the afternoon when she finally found herself on the curb, hours after retrieving a few simple necessities from her storage unit, paying the cab driver, with half a dozen boxes piled on the sidewalk next to her.

She watched the cab driver pull away, merging into the flood of yellow taxis, disappearing.

Sighing, C.C. realized it would be quite the trek back up the stairs of her dorm building, let alone the half mile across campus that she had to walk with the six boxes before even getting to her dorm building in the first place. Lord only knew she wasn't about to ask any of the strangers here on campus. These boxes contained her life as she now knew it, and she sure as hell wasn't about to let complete strangers help her carry them. The first box grew heavy in her arms and she instinctively tightened her grip. Well, all those hours she spent at the private gym in her father's building at his insistence would pay off.

At least she hoped so.

The bright sunlight of the day had already begun to fade to dusk, and the campus trees were alight with the glow of the last green leaves of summer. Disappointed that she probably wouldn't make it back to her dorm in time to enjoy a New York sunset on her fire escape, she began, one by one, hauling the boxes towards her dormitory. By the time she had finally got the last box to the entrance to the student apartments, she was red with exertion, hair was sticking to the nape of her neck, the sun had long since set, and she had refused her too-bubbly-too-bright roommate's help several times. So it was no surprise that her day could only possibly get worse.

An hour later, as she lugged the last box towards the landing of the stairs, C.C. felt herself collide with something else. The box flew out of her hands, and her belongings scattered about the linoleum floor. The many CDs and DVD's she owned were strewn across the floor. She bent to pick them up, her mood less than thrilled. Tossing the films into her box, she didn't bother to look at the poor young man who was muttering apologies and fumbled to help her gather her CDs, setting them in the box, before gathering the box in her arms and setting off up the stairs. She shot a few parting words of wisdom before she continued up the flight of rickety stairs.

"Watch where you're going, BigFoot!", C.C. snapped. She was sorry almost as soon as she had said it. Of course she had heard his apology, yet she couldn't bring herself to care. The exhaustion was setting in and she wanted to go to bed.

A shout followed her up the stairs.

"Get off your broom, Witch, maybe you'll go slower!" That voice, it was familiar. C.C. paused and cast a glance backwards down the stairs.

Blue eyes. Niles.  
Instead of apologizing as she should've, she just offered the young English man an ugly sneer and continued up the stairs. If she had stopped for a mere second, she might've seen the hurt in Niles' eyes and heard his profuse apology. Instead, she had disappeared before the five-letter word passed his lips.

* * *

Niles remained at the bottom of the stairs, his own box clutched safely in his arms, as he watched the so called 'witch' sashay up the stairs.

_Shit. Why didn't I keep my mouth shut? I didn't even think. _

She certainly was no witch, that was for sure. Surely witches would be less wretched and terrifying if they looked like C.C. Babcock. C.C. Babcock was certainly a beautiful woman, no doubt. With grey eyes that were as sharp as an eagle, she could make you feel like a complete lunatic or the single most valuable person in the world. Coupled with her pronounced cheekbones, even the face that had launched a thousand ships held no comparison. Though he couldn't bring himself to forget the biting remark she had made, nor the look she had given him, as if he were a lower being compared to her.

_Whatever, she's not even that pretty. _

_Liar._

Quirking an eyebrow, Niles stooped to pick up an item that had caught his eye, just stuck up the radiator heater. A disc. It must've fallen out of its case.

_Tchaikovsky, hmm. She has taste. _

Pocketing the disc, he turned to the doors, wondering where the recycling bin was.

* * *

A loud knocking broke through the most pleasant of dreams. C.C. flipped over, stuffing the pillow over her head. "Just a minute." she mumbled, hoping the visitor could hear her through the door. The knocking stopped. Bleary-eyed and barely awake, C.C. stumbled out of bed on shaky legs. Whatever time it was, it was too early to be up and at 'em. Whoever was at the door must've been determined to make her life a living hell. She'd barely gotten any sleep last night, due to resisting the urge to kill her roommate via holding her giant, stupid fuzzy pink pillow over her face, and when she finally managed to drift off into a deep slumber, she had dreamt of a blue-eyed man with a heart-stopping smile and a knack for knocking her over.

_What the hell, Babcock, pull yourself together. He's an ass. _

Finally able to peel her eyes open long enough to see that her roommate had left and to grab her robe, she pulled it on, tying it securely around her waist. She didn't bother to look in the mirror by the door before wrenching it open.

"What?!" she snapped, before clearing her throat, startled by her visitor, "Oh… Erm, Mr. Davies… I mean, Niles."

"My, my, aren't we crabby in the morning? You look great by the way; the pink fluffy robe look really suits you. You can call me Niles."

Apparently, the blue-eyed devil also had a knack for being extremely blunt. C.C. let a smile touch her lips before his words registered.

"Huh?" C.C. rubbed her eyes and looked down, adding an "Oh, shit," before shutting the door and opening it again a few seconds later, this time clad in a plain white bathrobe. Niles would never admit it, but he almost regretted pointing out the fact that the robe she had worn was clearly not hers; after all, he never lied to women; she had looked great.

"Sorry. Let's try that again," she spoke, her voice scratchy with the last clinging tendrils of sleep, "Good morning, can I help you?" The blonde stepped out into the hallway, pulling her room door shut.

"No, actually. It's more of a matter on how I can help you. I wanted to apologize for last night. I didn't see you there. I should've—" Niles spoke with genuine firmness. C.C. interrupted, setting her hand lightly on his arm.

"No need, Niles, really. I didn't see you, and when I did, I acted very rudely. I was exhausted, it had been a long day… So, I'm the one that should be sorry." Offering Niles a kind smile, she extended a hand, as if mimicking the introduction they'd had two weeks earlier.

"Truce?" Niles took her hand in his, and shook it firmly, wondering idly what lotion she used. Her hands were so soft.

He wondered what it would be like to lift that had to his lips- if it was really as soft as he thought... Banishing the ludicrious idea, Niles focused on her face. Angelic, almost... But he had never seen an angel, so he imagined that this was what they looked like. He could die right now and be perfectly content. Of course, he wouldn't. But if he kept holding his breath, he might. He exhaled, slowly, reminding himself to breathe.

Blue eyes locked with grey, and there they stood, neither moving, each lost in thought.

Niles was the first to break eye contact, flustered at his distraction. A slight blush crept up his cheeks, and with his previously unoccupied hand pushed a cup of coffee that he had been holding towards her.

"I think this qualifies as an olive branch of sorts, doesn't it?" Niles smiled. C.C. lowered her gaze, agreeing with a nod as she sipped from the to-go cup.

"How did you find my room anyway, Niles?

C.C. noted his casual outfit. Clad in dark blue jeans and a polo shirt, she could see why she had initially found him so attractive. The sea-blue t-shirt did nothing to hide his excellent form; broad-chested and well muscled, Niles was certainly a handsome man— only slightly taller than her barefooted self, she imagined she would be as tall, if a bit taller than him in heels.

"Mmm," she said after a few more sips of coffee (though, looking back on it, she wasn't sure if the hum of satisfaction was solely due to her coffee), "this is _really_ good. Where did you get it? Don't tell me the cafeteria makes this stuff, because I tried that slop last night— not the best thing in the world." C.C. grimaced and chuckled into the cup as she took another sip.

Niles smiled, pleased she liked the coffee. "There's a little cart down the street that serves coffee. I discovered it quite by circumstance one day. So, am I forgiven for my clumsiness last night?" Niles' electric eyes pierced hers, searching for an answer, desperate for her approval.

C.C. chuckled, glancing at him, "Anyone who can feed my caffeine addiction can be forgiven." A slight smile graced her lips as his own lips quirked in a tilted smirk. After a few moments of silence, Niles spoke again.

"Well, I'd best be off. It's the last day to move things in, and I still have most of my things to get. Maxwell and I have spent the better part of the week moving in his items. I've got a lot of unpacking to do. Have a good day, Miss Babcock." Niles turned on his heel, and in a moment, he was gone, leaving C.C. standing in the hall, cradling her cup of coffee, a smile on her face.

_A/N: So, what did you all think? Please, don't be shy about leaving your thoughts in the little box there. I do have anon reviews enabled, so you know! _


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